8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3, 2021

Smith & Wesson Brands, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada	001-31552	87-0543688
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2100 Roosevelt Avenue

Springfield, Massachusetts 01104

(Address of principal executive offices) (Zip Code)

(800) 331-0852

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.001 per Share	SWBI	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CRF 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 3, 2021, our Board of Directors appointed Fred M. Diaz and Denis G. Suggs as directors. At this time, neither Mr. Diaz nor Mr. Suggs have been added to any committees of our Board of Directors. In accordance with our compensation policies for new directors, we granted Messrs. Diaz and Suggs each restricted stock units, or RSUs, for 5,356 shares of our common stock. One-twelfth of the RSUs will vest each month and be delivered on the one-year anniversary of the May 3, 2021 grant date. Messrs. Diaz and Suggs will also be eligible to receive compensation for their service on our Board of Directors in accordance with board compensation policies in effect from time to time, which are described under the caption “Director Compensation” in our proxy statement filed with the Securities and Exchange Commission on August 28, 2020. In connection with their appointment, we will enter into our standard form of indemnity agreement with Messrs. Diaz and Suggs, as originally filed with the Securities and Exchange Commission on June 30, 2009. There are no other arrangements or understandings pursuant to which Messrs. Diaz and Suggs were selected as directors. There are no related party transactions between us and Messrs. Diaz and Suggs, respectively, reportable under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

We are furnishing the disclosure in this Item 7.01 in connection with the disclosure of information in the form of the textual information from a press release published on May 3, 2021 announcing Messrs. Diaz’s and Suggs’s appointment to our Board of Directors. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information in this Item 7.01 (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibits
99.1	Press release from Smith & Wesson Brands, Inc., dated May 3, 2021, entitled “Smith & Wesson Announces Two New Appointments to Board of Directors”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SMITH & WESSON BRANDS, INC.
Date: May 3, 2021	By:	/s/ Robert J. Cicero
		Robert J. Cicero
		Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary

EX-99.1

Exhibit 99.1

Contact:

investorrelations@smith-wesson.com

(413) 747-3448

Smith & Wesson Announces Two New Appointments to Board of Directors

SPRINGFIELD, Mass., May 3, 2021 — Smith & Wesson Brands, Inc. (NASDAQ Global Select Market: SWBI), a leader in firearm manufacturing and design, today announced that the Board of Directors has appointed Fred M. Diaz, former President and CEO of Mitsubishi Motors North America, Inc., and Denis G. Suggs, CEO of LCP Transportation LLC, to the Board of Directors.

“We are pleased and excited to welcome Fred and Denis as new independent directors to the Smith & Wesson Board of Directors,” said Robert L. Scott, Chairman of the Board. “They both have very impressive backgrounds and are joining Smith & Wesson at an exciting time as we continue to execute our strategy to drive profitability and value for our stockholders. Both Fred and Denis bring a wealth of knowledge, experience, and perspective to the Board, and we look forward to their contributions.”

With the addition of Mr. Suggs and Mr. Diaz, the company’s Board of Directors now consists of eight directors, seven of whom are independent. At this time, neither Mr. Diaz nor Mr. Suggs have been added to any of the Board’s committees.

About Fred M. Diaz

Mr. Diaz, 55, served as President and Chief Executive Officer of Mitsubishi Motor North America, Inc. from 2018 to 2020 and as General Manager, Performance Optimization Global Marketing and Sales of Mitsubishi Motors Corporation in Tokyo, Japan from 2017 to 2018. Mr. Diaz served in various executive level positions with Nissan North America Inc. for four years and Chrysler Corporation LLC for 24 years as the President and Chief Executive Officer of both the Ram Truck Brand and Chrysler of Mexico. Mr. Diaz currently serves on the board of directors of SiteOne Landscape Supply, Inc., a publicly owned company that is the largest and only national wholesale distributor of landscaping products in the United States and Canada. Mr. Diaz received a bachelor’s degree from Texas Lutheran University and an MBA from Central Michigan University.

About Denis G. Suggs

Mr. Suggs, 55, has served as the Chief Executive Officer of LCP Transportation LLC, a non-emergency medical transportation provider, since 2020 and as President and Chief Executive Officer of Strategic Materials, Inc., a glass recycler, from 2014 to 2020. Mr. Suggs previously served in executive capacities with Belden, Inc., Danaher Corporation, and Public Storage Inc. Mr. Suggs currently serves on the board of Patrick Industries, a publicly owned company that is a major manufacturer of components, building products, and materials for the recreational vehicle, marine, manufactured housing, and industrial markets in the United States and Canada. Mr. Suggs received a bachelor’s degree from North Carolina State University and an MBA from Duke University.

About Smith & Wesson Brands, Inc.

Smith & Wesson Brands, Inc. (NASDAQ Global Select: SWBI) is a U.S.-based leader in firearm manufacturing and design, delivering a broad portfolio of quality handgun, long gun, and suppressor products to the global consumer and professional markets under the iconic Smith & Wesson^®, M&P^®, and Gemtech^® brands. The company also provides manufacturing services, including forging, machining, and precision plastic injection molding services. For more information call (844) 363-5386 or visit www.smith-wesson.com.

Page 1 of 1

XML

Document and Entity Information	May 03, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001092796
Document Type	8-K
Document Period End Date	May 03, 2021
Entity Registrant Name	Smith & Wesson Brands, Inc.
Entity Incorporation State Country Code	NV
Entity File Number	001-31552
Entity Tax Identification Number	87-0543688
Entity Address, Address Line One	2100 Roosevelt Avenue
Entity Address, City or Town	Springfield
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01104
City Area Code	(800)
Local Phone Number	331-0852
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, Par Value $0.001 per Share
Trading Symbol	SWBI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false